The match-up: This meeting will be the 58th all-time and it is the Rebels' sixth-most played series. Ole Miss holds a 45-10-2 lead in the series and has won the last three games. The Rebels have won 12 of the last 16 meetings dating back to 1988, and prior to 2003, had won four straight over Memphis. Ole Miss is 17-2 against the Tigers in Oxford and won the first 15 games in Mississippi. The Rebels won, 28-25, in the last game at Vaught-Hemingway Stadium in 2006.

At Stake: New Rebel head coach Houston Nutt has been emphatic that he wants to field a winning team and take his seniors where they've never been before - to a bowl game. There's lots of indicators that point to Nutt being able to do just that, starting with an excellent coaching staff and an SEC-caliber quarterback in Jevan Snead. There are depth issues at several positions, but if Nutt wants to get the Rebels bowl-bound, it starts with Memphis - as well as several other winnable games early in the season.

Keys to the Game: 1) Pass coverage: A key strength on the Memphis team is some tall, experienced and talented wide receivers and the secondary, particularly at cornerback, is an area Nutt has raised the red flag that could be an area of concern for Ole Miss because of talent and depth. On the plus side, veterans Dustin Mouzon and Cassius Vaughn have improved under the new staff and appear to have won their jobs back as starting corners. But the secondary must prevent the big play and not get picked apart - like they did last year when the defensive gave up almost 350 yards through the air 2) Stopping the run: Memphis' offensive line has had some injuries and new faces will be on the field at running back. Ole Miss' defensive line needs to dominate the line of scrimmage with linebackers quickly plugging the run. Memphis head coach wants to run the football to take pressure off a new quarterback, and the Rebels don't need to let that happen. 3) Win the turnover battle: Ole Miss won in Memphis last year because of a blocked punt returned for a touchdown and an interception returned for a touchdown. This game could also be decided on turnovers.

Ole Miss rushing versus the Memphis ground defense: Gone is back to back 1,000 yard rusher BenJarvus Green-Ellis and the days of seeing him grinding it out with 25 carries a game. While junior Codera Eason will get the start, look for Nutt to find a "horse" on Saturday against Memphis, be it Eason or one of three true freshmen - Enrique Davis, Brandon Bolden, and Devin Thomas. Nutt's proven a master of knowing exactly when to insert the right running back - be it Darren McFadden or Felix Jones - at Arkansas in the right situation - and he'll be searching for that combination on Saturday. Another plus for the Rebels is something they've never had before - a running game coordinator - and offensive line coach Mike Markuson will execute those duties against Memphis. Running blocking hasn't always been the current offensive line's forte in previous years, but look for the Rebels to get a running game going against Memphis behind a veteran line and some talented backs. Memphis gave up over 200 yards a game on the ground last year - but will look to improve on that under former Miami defensive coordinator Tim Walton, who will run West's defense this season. Memphis has a veteran defensive line that includes former Rebel signees Corey Mills and Jada Brown. They are joined by 6-foot-2, 300 pound Freddie Barnett at the nose tackle position and 6-foot-3, 265 pound tackle Clinton McDonald. Memphis struggled at linebacker last season, but returns two of three starters this season including Josh Weaver and 6-foot, 250 pound Winston Bowens in the middle. However, Weaver was moved to safety during fall camp.

Advantage: Even

Ole Miss passing versus the Memphis secondary: A fact is that Ole Miss has been crippled with no consistent passing game in the last four seasons. That should change with the maturation of a talented wide receiver corps and Snead under center. Memphis could be challenged with defending the Rebels' passing game as it returns only senior LeRico Mathis at one corner and and Tony Bell and Brandon Patterson at the safeties - but overall, the unit gave up 240 yards a game though the air last season. Ole Miss could present Memphis with several challenging game strategies on Saturday - either seek to try to pound the ball on the ground and seek to establish a dominating running game, lulling Memphis to sleep for the deep strike - or the Rebels could come out and go to the air early and often - essentially setting up the run with the pass. The Memphis defense returns nine starters on a defense that was not too good last year, and under a first year coordinator, key will be how much the defense has improved in the off season and the team has fully grasped Walton's defense.

Advantage: Ole Miss

Memphis rushing versus the Ole Miss ground defense: The Tigers lost Joseph Doss to graduation and their number two rusher from a year ago, T.J. Pitts remains sidelined. That means Memphis will turn to junior college transfer Curtis Steele, who redshirted last season. Steele is originally from Franklin Tenn. and played at Northwest C.C. He had 94 yards in the Memphis' spring game and was named offensive MVP. Memphis also got a boost for this season with addition of former Miami running back Charlie Jones.

At Miami, Jones rushed for 713 yards and 10 touchdowns in three seasons. He played as a true freshman in 2004, ranked second on the team in rushing in 2005 and gained 206 yards, with four touchdowns, in 2006. He broke his foot at the start of Miami's 2007 preseason and then took advantage of a relatively recent rule that permits players who have graduated to transfer for their senior year without penalty. With two new running backs and a makeshift offensive line, Ole Miss should dominate in this aspect of the game. West said that his offensive line is nearly depleted headed into the game. But that's off set some by the fact that Ole Miss will be without an All-American (Greg Hardy) and All-SEC performer (Peria Jerry) on its defensive line.

Edge: Ole Miss

Memphis passing versus the Ole Miss secondary: Call it baptism by fire as College of the Sequoias transfer Arkelon Hall, a former Washington State signee who was rated the No. 8 pro-style quarterback in the nation in 2005, gets the start for Memphis. At 6-foot-2, 215 pounds with 4.7 speed, Memphis is looking to Hall for some mobility at the position, however, West emphasized that earlier this week that he won't ask too much of Hall, and if Hall does get rattled, he won't hesitate to pull him in favor of Will Hudgens, a senior who has seen action against Ole Miss before. On offense, the strengths appear to be three returning starters on the offensive line and perhaps one of the best wide receiver corps in the country led by junior Duke Calhoun, who Ole Miss recruited hard, but lost out to the Tigers. Calhoun is joined by 6-foot-8 Carlos Singleton and 6-foot-4 Maurice Jones - a tall group that Ole Miss had difficulty defending last year when Memphis racked up 343 yards through the air against the Rebels.

Edge: Memphis

Special Teams: Special teams looks solid with both the punter and kicker returning and Michael Grandberry returns to return kicks, where he averaged almost 22 yards a return and Earnest Williams will handle punt return duties where he averaged nine yards a try.

Edge: Even

Weather forecast: Partly cloudy, chance of a thunderstorm. Highs in the upper 80s and lows in the upper 60s. Chance of precipitation is 30 percent.

Broadcast information: TV: There is no live TV for this game. The CSS replay of the game will be Sunday, Aug. 31 at 1 p.m. CT (Richard Cross, play-by-play; Harry Harrison, color analyst). RADIO: Ole Miss Radio Network (David Kellum, play-by-play; Pete Cordelli, color analyst; Stan Sandroni, sideline reporter). XM Satellite Radio channel 141. WEB: OleMissSports.com will provide live audio, live stats and an in-game blog for the game. The official Rebel athletics website will also provide a full game recap, photo gallery and video highlights at the game's conclusion.